Ingredion (INGR) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Ingredion Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of 2021 Annual Meeting and Proxy Statement

5 Westbrook Corporate Center,

Westchester, Illinois 60154

April 7, 2021

Dear fellow stockholders:

It is my pleasure to invite you to Ingredion Incorporated’s 2021 Annual Meeting of Stockholders. This year’s meeting will be held on Wednesday, May 19, 2021, at 9:00 a.m., Central Daylight Time. In light of the ongoing health impacts of the continuing COVID-19 pandemic, we will be holding a virtual annual meeting. A virtual meeting format facilitates stockholder access by enabling stockholders to participate equally from any location around the world, while also supporting the health and well-being of our employees, stockholders and other meeting participants. The annual meeting will be conducted via the Internet and can be accessed by visiting www.virtualshareholdermeeting.com/INGR2021, where you will be able to listen to the virtual meeting live, submit questions and vote online. The decision to have a virtual annual meeting this year does not represent a change in our stockholder engagement philosophy. We remain committed to ensuring that shareholders will have the same rights and opportunities to participate as they would at an in-person meeting.

This year’s stockholders Q&A session will include questions submitted both live and in advance. You may submit a question in advance of the virtual meeting at www.proxyvote.com after logging in with the control number found next to the label for postal mail recipients or within the body of the e-mail sending you the proxy statement. Live questions may be submitted online in accordance with the instructions provided during the annual meeting through www.virtualshareholdermeeting.com/INGR2021. We will post all questions submitted in accordance with the meeting rules of conduct and procedures and the associated answers on our Investor Relations website shortly after the virtual meeting. Similar questions on the same topic may be answered as a group.

As in previous years, we will furnish proxy materials to our stockholders primarily through the Internet. On April 7, 2021, we mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials. This notice contains instructions on how to access our proxy statement and 2020 Annual Report to Stockholders and how to submit your proxy or voting instructions online. The proxy statement contains instructions on how you can request a paper or e-mail copy of the proxy statement and annual report, if you received only a notice by mail, and how you can elect to receive your proxy statement and annual report by e-mail, if you received them by mail this year. Stockholders who have previously elected delivery of our proxy materials electronically will receive an e-mail with instructions on how to access these materials electronically. Stockholders who have previously elected to receive a paper copy of our proxy materials will receive a full paper set of these materials by mail.

Your vote is important, whether or not you plan to attend the annual meeting via the Internet, and we encourage you to vote promptly. You may submit your proxy or voting instructions on the Internet or via a toll-free telephone number. Alternatively, if you received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding all three methods of submitting your proxy or voting instructions are contained in the accompanying proxy statement and the proxy card. Note also that if you hold your shares through a bank, broker or other holder of record, you may submit your voting instructions in accordance with your voting instruction form or notice provided by the record holder.

Thank you for your support and continued interest in Ingredion.

Sincerely,

James P. Zallie

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2021 Annual Meeting of Stockholders of Ingredion Incorporated (the “Company”) will be held on Wednesday, May 19, 2021, at 9:00 a.m., Central Daylight Time, virtually via the Internet. The meeting may be accessed by visiting www.virtualshareholdermeeting.com/INGR2021, where you will be able to listen to the virtual meeting live, submit questions and vote online.

The annual meeting will be held for the following purposes:

Only stockholders of record at the close of business on March 25, 2021, which is the record date for the annual meeting, will be entitled to vote at the meeting and at any adjournment or postponement of the meeting.

Due to the coronavirus (COVID-19) pandemic, and in the interest of the health and well-being of our employees, stockholders and other meeting participants, we have made the decision that this year’s annual meeting will be virtual only. The annual meeting will be conducted via the Internet, and you will not be able to attend the annual meeting in person. A list of the stockholders entitled to vote at the meeting will be open to examination by any stockholder for any purpose germane to the meeting for ten days before the meeting during ordinary business hours at the Company’s offices at 5 Westbrook Corporate Center, Westchester, Illinois 60154. In addition, the list will be available to any stockholder for examination online during the annual meeting. To access the list during the annual meeting, please visit www.virtualshareholdermeeting.com/INGR2021 and enter the 16-digit control number contained on your notice of availability of proxy materials, e-mail notification, voting instruction form or proxy card.

The proxy statement and our annual report to stockholders and the proxy are first being made available to stockholders on or about April 7, 2021.

Your vote is important. Whether or not you expect to attend the annual meeting via the Internet, please ensure that your vote will be counted by submitting your proxy or voting instructions on the Internet or by using the toll-free telephone number, as described in the accompanying materials. Alternatively, if you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. If you hold your shares through a bank, broker or other holder of record, you may submit your voting instructions in accordance with your voting instruction form or notice provided by the record holder.

By order of the Board of Directors,

Michael N. Levy

Assistant Secretary

April 7, 2021

ATTENDING THE 2021 ANNUAL MEETING

VIA THE INTERNET

The annual meeting will be held exclusively online without an option to attend in person. You will be able to access the meeting at www.virtualshareholdermeeting.com/INGR2021 using a 16-digit control number.

We encourage you to access the virtual annual meeting before the start time of 9:00 a.m., Central Daylight Time, on May 19, 2021. Please allow ample time for online check-in, which will begin at 8:45 a.m., Central Daylight Time, on May 19, 2021. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time or experience difficulty submitting questions during the meeting, please call (844) 986-0822 (U.S.) or (303) 562-9302 (International) for assistance.

If you do not have a 16-digit control number, you may still attend the annual meeting as a guest in listen-only mode. To attend as a guest, please visit www.virtualshareholdermeeting.com/INGR2021 and enter the information requested on the screen to register as a guest. Please note that you will not have the ability to vote or ask questions during the meeting if you participate as a guest.

The decision to have a virtual annual meeting this year due to the coronavirus (COVID-19) pandemic does not represent a change in our stockholder engagement philosophy, and we remain committed to ensuring that shareholders will have the same rights and opportunities to participate as they would at an in-person meeting.

For additional information about the annual meeting, see “Summary Information About the Annual Meeting.”

VOTING ROADMAP

TABLE OF CONTENTS

QUESTIONS AND ANSWERS: Please see Summary Information About the Annual Meeting beginning on page 67 for important information about the proxy materials, voting, the 2021 Annual Meeting of Stockholders and the deadlines to submit stockholder proposals and director nominees for the 2022 Annual Meeting of Stockholders.

Ingredion Incorporated     Proxy Statement 2021		i

Directors and Corporate Governance Practices

In this proxy statement we refer to Ingredion Incorporated as “Ingredion,” the “Company,” “we” or “us.”

Our Commitment to Environmental, Social and Governance (“ESG”) Responsibility

We are committed to ESG matters and being a responsible corporate citizen. ESG is not just representative of our principles and values, it is a seamlessly integrated part of our business strategy. Ingredion’s Board of Directors (the “Board of Directors” or the “board”) provides oversight and regularly reviews our safety performance, our environmental and sustainability commitments, and our diversity progress, as well as other ESG topics. Our executive leadership team actively manages our performance and strives to ensure that our commitment to ESG principles is ingrained in our culture. We believe that our performance in ESG matters is integral to enhancing long-term shareholder value. Additional information regarding these core values and our long-standing commitment to ESG matters is available on the Company’s website at www.ingredion.com.

For 2020, we were again encouraged to see our efforts acknowledged by third parties.

Health and Safety

Safety is of the utmost importance to Ingredion. This includes the health and safety of our employees, contractors, and communities, as well as the safety of our ingredients. We currently have a robust culture of employee and contractor safety, but we continually strive to improve upon our past performance as we journey toward our ultimate goal of zero safety incidents. A portion of each executive’s compensation is tied to our core value of Care First, which guides our efforts to safeguard and enable the wellbeing of our people, the quality of our products and the reputation of the Company for trust and integrity.

Our commitment to the health and safety of our employees was evident in our response to the COVID-19 outbreak and continuing pandemic. We enacted our COVID-19 Pandemic Crisis Management Plan on January 15, 2020. Key highlights of our plan include:

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In addition, the following are just a few examples of our 2020 safety records and achievements.

Environmental Stewardship and Sustainability

We take our responsibility to the environment seriously, as evidenced by our commitment to create and share our sustainability efforts in a Sustainability Report. Our tenth consecutive annual sustainability report covering 2020 is expected to be released in May 2021, and will be available at www.ingredionincorporated.com/CorporateResponsibility/sustainability.html.

We recognize the human right of all people to clean water and sanitation, and we have enacted and continue to evaluate initiatives that attempt to minimize our impact on climate, biodiversity and water resources. Our use of science-based goals provides a clearly-defined pathway for the Company to reduce greenhouse gas emissions. We also have set aggressive targets to reduce water use at our manufacturing plants located in areas of extremely high-water stress.

A few of our accomplishments include the following:

Diversity, Equity and Inclusion

We strive to create a workplace where everyone feels a sense of belonging. Supporting and advancing diversity, equity and inclusion is at the heart of our purpose-driven culture. We take pride in creating an inclusive and equitable work environment where diverse teams collaborate to deliver consumer-preferred innovation on behalf of our customers.

In 2020, we took the following actions to advance our Diversity, Equity and Inclusion goals:

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Proposal 1. Election of Directors

In this Proposal 1, the Board of Directors is asking stockholders to elect to the Board of Directors the 11 director nominees who are named in this proxy statement.

The Board of Directors unanimously recommends that you vote FOR the nominees for election as directors.

Directors Nominated for Election at the Annual Meeting

The terms of all 11 of our incumbent directors are expiring at the 2021 annual meeting. All of our current board members have been nominated for re-election as directors, with each nominee to hold office for a one-year term expiring at our 2022 annual meeting. Each director who is elected by our stockholders will hold office until his or her successor has been elected and qualified or until the director’s earlier death, resignation or removal.

All of the nominees for election have consented to being named in this proxy statement and to serve if elected. If, for any reason, any of the nominees cannot be a candidate for election at the annual meeting, the proxies will be voted for substitute nominees designated by the board unless the board chooses to reduce the number of authorized directors or to leave the vacancy unfilled.

Director Nominee Biographies

Mr. Aranguren-Trellez has been the Executive President and a director of Arancia, S.A. de C.V. since September 5, 2011, and he has served as the Executive President and a director of Arancia Industrial, S.A. de C.V. since June 1, 2000. Arancia and Arancia Industrial are Mexican companies that are owned by Mr. Aranguren-Trellez and his brothers. The companies have interests in the food and enzyme industries, engage in the rental of special textiles to hospital sector and food service operations, and operate energy efficiency and smart meters businesses. Arancia Industrial was the former joint venture partner with the Company in corn wet milling and refining operations in Mexico. Previously, Mr. Aranguren-Trellez served as Operations Director of CPIngredientes, S.A. de C.V., Ingredion’s Mexican subsidiary, from 1996 until 2000, and had served in various other management positions with that company and its predecessors since 1989. Mr. Aranguren-Trellez is a director of PFS de Mexico, S.A. de C.V., a privately held Mexican company in the food service and logistics area previously controlled by Arancia and now a joint venture with Sysco Corporation. Mr. Aranguren-Trellez is also a member of the Regional Consulting Board of Telefonos de Mexico, S.A. de C.V., as well as of Banco Nacional de Mexico, S.A., the Citicorp Mexican bank subsidiary. He holds a bachelor’s degree in chemical engineering from the University of Notre Dame and a Master of Business Administration degree from Harvard Business School.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Aranguren-Trellez should serve as a director of the Company include his current service as Chief Executive Officer of significant privately-held companies, his operating and manufacturing experience and general management experience, including while living and working outside the U.S., and his service as a director on several privately held company boards and on several not-for-profit boards.

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Mr. Fischer served as Chief Executive Officer and a director of Greif, Inc. from November 1, 2011, to October 31, 2015, and as President of Greif, Inc. from October 2007 to October 31, 2015. Greif, Inc. is a manufacturer and provider of industrial packaging and services including steel, fiber, flexible, corrugated, intermediate bulk, reconditioned and multiwall containers and containerboard, and filling, packaging, industrial packaging reconditioning and land management consulting services for a wide range of industries. From 2007 to October 2011, Mr. Fischer also served as Chief Operating Officer of Greif, Inc. From 2004 to 2007, Mr. Fischer served as Senior Vice President and Divisional President, Industrial Packaging & Services-Americas, which also included responsibility for Africa. He assumed additional responsibility for Australia and Asia in 2005 and 2006, respectively. Mr. Fischer serves as a director of Balchem Corporation, a manufacturer of performance ingredients and products for the food, nutritional, feed, pharmaceutical and medical sterilization industries, and DoMedia Inc., a privately held technology company that operates a market for out-of-home advertising sales. Mr. Fischer is also chairman of the board and co-founder of 10x Engineered Materials LLC, a privately held materials science-based company that manufactures high tech industrial abrasives. He is also a board member of Partners for Care, a US-based not-for-profit organization focused on water, health and nutrition in developing countries, and is a past director of Habitat for Humanity International and The Ohio State University Wexner Medical Center. Mr. Fischer holds a bachelor’s degree in chemistry from Purdue University.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Fischer should serve as a director of the Company include his service as the Chief Executive Officer of a public company, his operating and manufacturing, sales and marketing and general management experience, including responsibility for international operations while based in the U.S. and in Switzerland, and his service as a director on the boards of two public companies in addition to Ingredion, the board of a privately held company and the boards of three not-for-profit organizations.

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Mr. Hanrahan has served as Interim Chief Executive Officer and a director of Hygo Energy Transitions Ltd., a company that develops, owns, and operates integrated LNG-to-Power and Hydrogen-to-Power facilities globally, since October 2020. He served as the Chief Executive Officer of Globeleq Advisors Limited, a leading independent power producer operating and developing power projects in Africa, from September 18, 2017 to December 31, 2019, when he assumed a board position as a nonexecutive director. Before this service, Mr. Hanrahan served as the Chief Executive Officer of American Capital Energy & Infrastructure Management, LLC, an investment company formed to raise, invest and manage funds in the energy and infrastructure industries, from September 2012 to December 16, 2016. He left American Capital Energy & Infrastructure Management, LLC after its acquisition by Ares Capital Corporation of American Capital, Ltd., a sponsor investor in American Capital Energy & Infrastructure Management, LLC. Mr. Hanrahan served as the President and Chief Executive Officer of The AES Corporation, one of the world’s leading independent power producers, from June 2002 to September 2011. He was Executive Vice President and Chief Operating Officer of The AES Corporation and President and Chief Executive Officer of AES China Generating Co., Ltd., a public company formerly traded on Nasdaq, from 1993 to June 2002. Mr. Hanrahan served as a director of The AES Corporation from June 2002 to September 2011. He also previously served on the boards of other major publicly listed utilities in Brazil, Chile and Venezuela. In 2009, Mr. Hanrahan was appointed by the White House to serve on the U.S.-India CEO forum. He is a director of BMR Energy, a renewable energy company. Mr. Hanrahan previously served as a director of AquaVenture Holdings Limited, a global provider of water services from 2012 to March 2020. He also served as a director of Arch Coal, Inc., a global coal producer and marketer, from June 2012 to October 2016, and previously served as a director of Azura Power Holdings, Ltd, an electric power generation company in Nigeria, and GreatPoint Energy, Inc., a producer of clean, low-cost natural gas from coal, petroleum coke and biomass. Mr. Hanrahan holds a Bachelor of Science degree in mechanical engineering from the U.S. Naval Academy and a Master of Business Administration degree from Harvard Business School.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Hanrahan should serve as a director of the Company include his former service as the Chief Executive Officer of a public company and current and previous service as a Chief Executive Officer of privately held companies, his accounting and financial experience, operating and manufacturing, sales and marketing and general management experience, including while living and working outside the U.S., his service as a director on the boards of three public companies in addition to Ingredion and on the boards of three privately held companies, and his service as the lead director of Ingredion and another public company.

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Ms. Jordan served as President, Global Health & Wellness, and Sustainability of Kraft Foods Inc., one of the largest consumer packaged food and beverage companies in North America and one of the largest worldwide among publicly traded consumer packaged food and beverage companies, from September 2009 to March 2012, and in that role led the development of Kraft’s health & wellness and sustainability strategies and plans for that company, including marketing, product development, technology, alliances and acquisitions. Prior to being named President, Health & Wellness in September 2009, Ms. Jordan was the President of the Cheese and Dairy business unit of Kraft from January 2008 to September 2009. From 2006 to January 2008 she served as the President of the Grocery business unit of Kraft, and from 2004 to 2005 she was the Senior Vice President, Global Marketing of Kraft Cheese and Dairy. Ms. Jordan is a director of Colfax Corporation, a diversified global manufacturing and engineering company that provides fabrication technology products and services through its ESAB division and orthopedic medical devices that address injury prevention through surgical intervention and rehabilitation through its DJO division; Bush Brothers & Company, a significant, privately held branded vegetable processor; G&L Holdings, a large, privately held food ingredient and branded food product company in the U.S.; and I and Love and You, a privately held branded manufacturer of grain-free food and healthy chews and treats for pets. She also serves as a director of IES Abroad, a not-for-profit company providing study abroad programs for a consortium of U.S. colleges and universities. She holds a Bachelor of Arts degree in arts management from Northwestern University and a Master of Business Administration degree from the Kellogg School of Management at Northwestern University.

Qualifications

The specific qualifications and experiences the board considered in determining that Ms. Jordan should serve as a director of the Company include her 25 years of operating, general management and marketing experience within a large, publicly held, global corporation where she most recently served as President, Global Health & Wellness, and Sustainability, and her service as a director, chair of the compensation committee and a member of the nominating and corporate governance committee of a public company, and as a director and chair of the compensation committee of two significant, privately held companies and as a director of a large not-for-profit organization.

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Mr. Kenny served as President and Chief Executive Officer of General Cable Corporation from August 2001 to June 30, 2015, and a director of General Cable Corporation from 1997 to June 30, 2015. General Cable Corporation, now part of Prysmian Cables & Systems, is a manufacturer of aluminum, copper and fiber-optic wire and cable products. From 1999 to 2001, Mr. Kenny served as President and Chief Operating Officer of General Cable Corporation; from 1997 to 1999, he served as Executive Vice President and Chief Operating Officer; from 1994 to 1997, he served as Executive Vice President, Sales and Marketing; and from 1992 to 1994, he served as President, Consumer Products Group. Mr. Kenny is the non-executive chairman of Cardinal Health, Inc., a Fortune 15 company that improves the cost-effectiveness of healthcare. Previously, Mr. Kenny served as a director of AK Steel Holding Corporation, an integrated producer of flat-rolled carbon, stainless and electrical steels and tubular products through its wholly owned subsidiary, AK Steel Corporation, and as a director of the Cincinnati Branch of the Federal Reserve Bank of Cleveland, IDEX Corporation, Xtek Inc. (an employee-owned company) and numerous professional and not-for-profit organizations. Mr. Kenny holds a Bachelor of Science degree in business administration from Georgetown University, a Master of Business Administration degree from George Washington University and a Master of Public Administration degree from Harvard University. Mr. Kenny is a member of Industry Week’s manufacturing hall of fame, class of 2013.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Kenny should serve as a director of the Company include his service as the Chief Executive Officer of a public company, his accounting and financial, operating and manufacturing, sales and marketing and general management experience, including responsibility for international operations while living and working outside the U.S., his service as Ingredion’s Chairman of the Board and previously as its lead director, his service as a director on the boards of public companies other than Ingredion, including service as the chairman and previously as the lead director of a Fortune 15 company, and his service on the boards of numerous not-for-profit organizations.

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Ms. Klein served as the Senior Vice President and Chief Financial Officer of CDW Corporation, a direct marketer of multi-brand information technology products, from 2002 until she retired in May 2008. CDW was acquired by an entity controlled by investment funds affiliated with Madison Dearborn Partners, LLC and Providence Equity Partners in October 2007. Previously, Ms. Klein served as the Vice President and Chief Financial Officer of Dean Foods Company, a food and beverage company, from 2000 to 2002 and was the Vice President and Corporate Controller of Ameritech Corporation, a telecommunications company, from 1996 to 2000. Ms. Klein is a director of CMC Materials, Inc., a global supplier of critical materials to semiconductor manufacturers and pipeline operators, and a director of a not-for-profit entity, the National Council on Compensation Insurance, Inc., which provides workers compensation insurance information, tools and services in the U.S. Ms. Klein is a member of The Chicago Network, an organization of women leaders in Chicago. She holds a Bachelor of Science degree in accounting and finance from Marquette University and a Master of Business Administration degree from Loyola University.

Qualifications

The specific qualifications and experiences the board considered in determining that Ms. Klein should serve as a director of the Company include her over 30 years of service in corporate financial and accounting roles, her service as the Chief Financial Officer of two public companies, as the controller of a public company, as a financial executive at other companies in a number of industries and in various stages of development, including experience with acquisitions and divestitures, her service as chair of the audit committee of Ingredion and of another public company and a significant not-for-profit organization, her former licensure as a certified public accountant, and her qualification as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K.

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Ms. Reich served as Senior Vice President and Chief Financial Officer of Essendant Inc., formerly, United Stationers Inc., a wholesale distributor of business products, from June 2007 to July 2011. Prior to that service, Ms. Reich spent ten years with Brunswick Corporation, a manufacturer of recreation products, where she most recently was President of Brunswick European Group from 2003 to 2006. She served as Brunswick’s Senior Vice President and Chief Financial Officer from 2000 to 2003 and as Vice President and Controller from 1996 to 2000. Before joining Brunswick, Ms. Reich spent 17 years at General Electric Company, a diversified technology, media and financial services company, where she held various financial management positions. Ms. Reich is a director of H&R Block, Inc., a provider of tax preparation and related services, and a director of Ecolab Inc., a provider of water and hygiene services and technologies for the food, hospitality, industrial and energy markets. Ms. Reich also serves as a director of North Valley Hospital and North Valley Hospital Foundation, not-for-profit organizations. Ms. Reich holds a Bachelor of Science degree in applied mathematics and economics from Brown University.

Qualifications

The specific qualifications and experiences the board considered in determining that Ms. Reich should serve as a director of the Company include her 32 years of service in corporate financial and accounting roles, her service as the Chief Financial Officer of two public companies and as a controller, her operating and general management experience, including responsibility for international operations while living and working outside the U.S., her service as chair of the audit committee and a member of the finance committee of a public company and as chair of the audit committee and a member of the governance committee of another public company, and her qualification as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K.

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Mr. Tanda has served as President and Chief Executive Officer of AptarGroup, Inc., a NYSE-listed global leader in consumer dispensing, active packaging and drug delivery solutions, since February 1, 2017. Prior to that service, Mr. Tanda served as an executive managing board director at Royal DSM NV, a leading global supplier of ingredients and material solutions for the food, dietary supplement, personal care, medical device, automotive, paint, electronic and bio-material markets, and oversaw the global nutrition business as well as its pharma joint ventures and business interests in the Americas. Mr. Tanda’s career spans 30 years and includes living in seven countries while working in leadership roles for DuPont, a leading global manufacturer of chemicals, electronic and communication technologies, performance materials, coatings and color technologies, safety and protection materials, and agriculture and nutrition ingredients. Mr. Tanda’s service at DuPont included positions as President and Chief Executive Officer, The Solae Co., DuPont Nutrition and Health, and President, DuPont Protein Technologies, DuPont Nutrition and Health). He also had senior executive roles at Freudenberg Nonwovens Group, a privately held global manufacturer and pioneer in high performance technical textiles for a wide range of industries and applications, and Royal DSM NV. Over his career, Mr. Tanda has focused on developing local and global talent, building organizations and businesses while successfully delivering increased sales and profits, both via organic growth and via acquisitions. Mr. Tanda serves as a director of AptarGroup since he joined the Company in February 2017. He previously served as a director of Patheon NV, formerly a NYSE-listed company that provided pharmaceutical development and manufacturing services, from March 2016 until the Company was sold to Thermo Fisher Scientific in August 2017, and Semperit AG Holding, a Vienna Stock Exchange-listed manufacturer of industrial rubber and plastic products, from April 2016 to February 2017. Mr. Tanda holds a Master of Business Administration from The Wharton School of the University of Pennsylvania and holds a degree in plastics engineering from the University of Leoben, Austria.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Tanda should serve as a director of the Company include his current service as the President and Chief Executive Officer of a public company, his operating, manufacturing and general management experience, including while living and working outside the U.S., his service as a director on the boards of two other public companies, and his qualification as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K.

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Mr. Uribe served as the Global Productivity and Organization Transformation Officer of The Procter & Gamble Company, the world’s largest maker of consumer packaged goods, from December 2012 to July 1, 2015. Prior to that service, Mr. Uribe spent more than 33 years with Procter & Gamble, where he most recently was Group President, Latin America from July 2004 to November 2012. Before assuming that position, Mr. Uribe was the Marketing and Sales Vice President for Latin America for three years and Vice President for Venezuela and the Andean Region for the previous two and one-half years. He previously held a number of positions of increasing responsibility in Switzerland, Central America and the Caribbean, Cyprus, Malaysia, the United Arab Emirates and the Gulf Countries, Saudi Arabia and Colombia. Mr. Uribe is a director of General Mills, Inc., a leading global food company, Grupo Argos, a Colombian multi-national holding company holding interests in cement, electricity, road and airport concessions and real estate, and Carvajal S.A., a Colombian multi-national manufacturer of packaging, paper products and education material and provider of technology and services. Mr. Uribe previously served as a director of United Way Worldwide, a not-for-profit, charitable organization. He holds a bachelor’s degree in management engineering from Universidad Nacional de Colombia: Sede Medellin and a Master of Business Administration degree from Xavier University.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Uribe should serve as a director of the Company include his more than 33 years of operating and general management experience and sales and marketing experience, including multi-regional and multi-country responsibility for international operations while living and working outside the U.S. within a larger, publicly held, global corporation, and his service as a director on the boards of two public companies in addition to Ingredion, on the board of a privately held company and on the board of a significant not-for-profit, charitable organization.

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Mr. Wilson served as Senior Vice President of Fluor Corporation, reporting to the Chairman and CEO on key initiatives of strategic importance to the corporation, from June 23, 2014 to June 10, 2016. Fluor is one of the world’s largest publicly owned engineering, procurement, construction, maintenance and project management companies. Mr. Wilson previously served as President and Chief Executive Officer of Savannah River Nuclear Solutions, LLC, the managing and operating contractor of the U.S. Department of Energy’s Savannah River Site including the Savannah River National Laboratory, from October 1, 2011 to June 22, 2014. Fluor is one of the owners of Savannah River Nuclear Solutions. Mr. Wilson also served from February 2007 to September 2011 as Group President, Industrial of Fluor Corporation. Mr. Wilson previously served as President, Fluor Mining & Minerals from 2003 to 2007, President, Fluor Commercial and Industrial Institutional from 2002 to 2003, Vice President & Executive Director, Offices of the Chairman and Chief Operating Officer from 2001 to 2002 and in a variety of positions of increasing responsibility from 1980 to 2001. Mr. Wilson is a director and member of the audit committee of Crown Holdings, Inc., a leading global supplier of rigid packaging products to consumer marketing companies, and served as a director of AK Steel Holding Corporation, an integrated producer of flat-rolled carbon, stainless and electrical steels and tubular products through its wholly owned subsidiary, AK Steel Corporation. He is also a director of South Carolina Hospital Company, a not-for-profit entity. Mr. Wilson was a trustee of the Fluor Foundation and is a past director of the Urban League of Upstate South Carolina. He served as Chairman of the Engineering and Construction Contracting Association from 2002 to 2006. Mr. Wilson is also a National Association of Corporate Directors Fellow. Mr. Wilson holds a Bachelor of Science degree in civil engineering from Loyola Marymount University.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Wilson should serve as a director of the Company include his more than 36 years of project management, operating and manufacturing, sales and marketing and general management experience, including responsibility for international operations while based in the U.S. within a large publicly held corporation where he served as Group President of a significant international business unit and most recently served as Senior Vice President, his service as President and Chief Executive Officer of the managing and operating contractor of a significant U.S. Department of Energy site, including a National Laboratory, and his service as a director of one public company in addition to Ingredion and serving as a director of a not-for-profit organization.

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Mr. Zallie has been President and Chief Executive Officer of the Company since January 1, 2018. Before assuming his current position, he served at Ingredion as Executive Vice President, Global Specialties and President, Americas from January 1, 2016 to December 31, 2017. Mr. Zallie previously served as Executive Vice President, Global Specialties and President, North America and EMEA from January 6, 2014 to December 31, 2015. Prior to that service, Mr. Zallie served as Executive Vice President, Global Specialties and President, EMEA and Asia-Pacific from February 1, 2012 to January 5, 2014. Mr. Zallie previously served as Executive Vice President and President, Global Ingredient Solutions from October 1, 2010 to January 31, 2012 and as President and Chief Executive Officer of the National Starch business from January 2007 to September 30, 2010. Mr. Zallie worked for National Starch for more than 27 years in various positions of increasing responsibility, first in technical, then marketing and then international business management positions. National Starch LLC was acquired by Ingredion in October 2010. Mr. Zallie also serves as a director of Northwestern Medicine North Region, a not-for-profit organization. Mr. Zallie served as a director of Innophos Holdings, Inc., an international producer of food and beverage ingredients, from September 2014 to April 2018. Mr. Zallie earned a bachelor’s degree in food science from Pennsylvania State University, and both a master’s degree in food science and technology and a master’s degree in finance from Rutgers University.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Zallie should serve as a director of the Company include his current service as the President and Chief Executive Officer of Ingredion, his prior service as the Chief Executive Officer of a large business unit of a large public company, his operating and manufacturing, sales and marketing and general management experience, including while living and working outside the U.S., and his service as a director of a public company in addition to Ingredion and as a director of a not-for-profit organization.

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The Board and Committees

The business and affairs of the Company are conducted under the direction of its Board of Directors.

Under our certificate of incorporation, the Board of Directors may have not fewer than seven or more than 17 members. The Board of Directors is currently composed of 11 directors, ten of whom are non-management directors.

The experience, qualifications, attributes and skills the board considered in determining that the nominees standing for election should serve as directors are discussed above in their biographies. See the discussion under “Corporate Governance and Nominating Committee” for a description of the board’s criteria for selecting director nominees.

Independence. The Board of Directors has determined that each of the following ten directors satisfies the definition of independent director under the Company’s Corporate Governance Principles, which incorporate the director independence standards established by the rules of the New York Stock Exchange (the “NYSE”) for board membership: L. Aranguren-Trellez, D. B. Fischer, P. Hanrahan, R. L. Jordan, G. B. Kenny, B. A. Klein, V. J. Reich, S. B. Tanda, J. A. Uribe and D. A. Wilson. In addition, the Board of Directors determined that the members of the People, Culture and Compensation Committee and the Audit Committee satisfied the additional independence requirements established by NYSE rules for membership on those committees. Under the rules of the NYSE, a director is not considered to be independent unless the Board of Directors has affirmatively determined that the director has no material relationship with the Company or any of its subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company or any of its subsidiaries). In addition, the NYSE rules stipulate that certain relationships preclude a director from being considered to be independent.

Meetings. The board held nine meetings in 2020. Each director attended at least 75 percent of the meetings of the board and the committees of the board on which he or she served during 2020 during the period of such service.

We encourage, but do not require, our directors to attend the annual meeting of stockholders. All 11 of our directors attended our 2020 annual meeting of stockholders.

Non-management directors meet regularly in executive sessions without the presence of management. Executive sessions are held in conjunction with each regularly scheduled meeting of the board. “Non-management” directors are all those who are not Company officers and may include directors who are not “independent” by virtue of the existence of a material relationship with the Company. All of the Company’s current non-management directors qualify as independent directors. At least annually the independent directors meet in executive session without the presence of management or any other directors. The Chairman of the Board presides over executive sessions of our non-management directors.

Term of Service. The board does not impose term limits on service, as it believes term limits could unnecessarily interfere with the continuity, diversity, developed experience and knowledge and the long-term outlook the board must have. The Corporate Governance and Nominating Committee will consider a director’s tenure in making a recommendation to the board as to whether a director should be nominated for re-election. In making its recommendation, the committee will consider such factors as effectiveness and productivity of the director, the need for retaining an experienced director and other factors identified during the board self-evaluation process.

Board policy requires non-management directors to retire no later than the annual meeting following their 72nd birthday. Employee directors, including the Chief Executive Officer, are required to retire from the board upon their retirement or other cessation of service as an employee, unless the board determines otherwise in unusual circumstances. Board policy requires executive officers to retire at age 65.

Corporate Governance Documents. The Company’s Corporate Governance Principles; Code of Ethics for Chief Executive Officer, Chief Financial Officer and Other Executives Involved in Financial Reporting; and Code of Conduct are available in the “Corporate Governance” section of our investor relations website at https://ir.ingredionincorporated.com/corporate-governance/highlights.

Board Oversight of Risk Management Processes. The board regularly devotes time during its meetings to review and discuss the significant risks facing the Company and the steps that the Company takes to monitor, manage and mitigate such exposures. The full board’s oversight of risk management includes consideration of strategic, competitive, economic, geopolitical and political risks, among others.

Significant risks include those identified in the Company’s disclosures in its Annual Report on Form 10-K and subsequent SEC filings and forward-looking statements disclosures, and are prioritized by management and discussed with the board and the appropriate

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committees of the board in the exercise of their oversight roles. The board conducts a comprehensive annual review of the Company’s risk management processes with input from management and all relevant board committees. The Chief Executive Officer and Chief Financial Officer report to the board quarterly on risk management matters.

Consistent with the NYSE’s corporate governance standards, the Audit Committee is the board committee with primary responsibility for oversight of the Company’s risk management profile and compliance with legal and regulatory requirements. The charter of the Audit Committee states that the responsibility of the committee with respect to risk assessment is to review policies with respect to risk assessment and risk management, to discuss the Company’s major risk exposures and the steps management has taken to monitor such exposures, and to review, on an annual basis, a report prepared by the General Counsel on litigation in which the Company is involved. In the exercise of that responsibility, the Audit Committee discusses with management the major financial, legal and regulatory compliance risk exposures facing the Company and the appropriate responses to such risks. The Audit Committee considers financial risk management policies and exposures relating to commodity prices, including corn and energy, foreign exchange rates, interest rates and financial derivatives and reviews insurable risk management policies. The Audit Committee also reviews the Company’s capital structure, access to capital markets, liquidity, credit availability and related matters. Furthermore, the Audit Committee has oversight with respect to the status of corporate security, the security for the Company’s electronic data processing and information systems and the general security of the Company’s people and assets.

In addition to the Audit Committee, the other committees of the board consider risk in connection with their oversight of the matters within the scope of their charters. The People, Culture and Compensation Committee oversees human resource and labor matters as well as executive and director compensation issues and considers whether the Company’s compensation plans, policies and practices encourage excessive or inappropriate risk taking that would have a material adverse effect on the Company. Furthermore, the People, Culture and Compensation Committee considers the effect of the Company’s compensation and benefit programs in regard to the competitive risks faced by the Company. The Corporate Governance and Nominating Committee addresses potential risks that could result from the absence of independence or diversity on the board, potential conflicts of interest, environmental compliance matters and the operation and effectiveness of our compliance programs related to product safety and quality. Each committee provides regular reports on its reviews to the full board with respect to the risk assessment and risk management matters within the scope of its responsibilities.

Board Leadership. Board policy and the Company’s bylaws allow flexibility to separate or consolidate the positions of Chairman of the Board and Chief Executive Officer, as the board, from time to time, may determine to be best for governance and effective board and Company functioning. If the positions are consolidated, then the independent directors will appoint a Lead Director on an annual basis for so long as the positions are consolidated. G.B. Kenny, one of our independent directors, has served as our non-executive Chairman of the Board since August 1, 2018. The board evaluates the leadership structure that best meets the Company’s and stockholders’ needs based on the individuals available and the existing circumstances.

The board has adopted Corporate Governance Principles which are available in the “Corporate Governance” section of our investor relations website at https://ir.ingredionincorporated.com/corporate-governance/highlights. These Corporate Governance Principles are designed to promote effective functioning of the board’s activities, to ensure that we conduct our business in accordance with the highest legal and ethical standards and to enhance shareholder value. We seek under our Corporate Governance Principles to ensure that strong, independent directors continue to effectively oversee our management and provide vigorous oversight of how we address key issues relating to strategy, risk and integrity.

Committees of the Board. The board currently has three standing committees: the Audit Committee, the People, Culture and Compensation Committee and the Corporate Governance and Nominating Committee. Each of these committees operates pursuant to a written charter adopted by the board. These charters are available in the “Corporate Governance” section of our investor relations website at https://ir.ingredionincorporated.com/corporate-governance/highlights.

Audit Committee

Our Audit Committee is composed entirely of independent directors, as “independent director” is defined under the rules of the NYSE, including the additional independence requirements under the Securities and Exchange Commission (the “SEC”) rules specific to Audit Committee membership. Each of the members of the Audit Committee is “financially literate” as required by the rules of the NYSE. The board has determined that V. J. Reich, the Chair of the committee, and S.B. Tanda, a committee member, meet the legal requirements of an “audit committee financial expert” as defined under SEC rules.

The primary responsibilities of the Audit Committee, among others, are to:

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Members of the Audit Committee are V. J. Reich (Chair), D. B. Fischer, P. Hanrahan and S. B. Tanda. This committee held nine meetings during 2020 and has furnished the report appearing on page 55.

People, Culture and Compensation Committee

In addition to overseeing executive and director compensation, the People, Culture and Compensation Committee reviews overall talent management, human capital management and the Company’s commitment to diversity. In recognition of its scope which encompasses many important responsibilities beyond executive and director compensation, the committee, formerly called the Compensation Committee, was retitled in 2020 as the People, Culture and Compensation Committee.

Our People, Culture and Compensation Committee is composed entirely of independent directors, as “independent director” is defined under the rules of the NYSE, including the additional independence requirements specific to People, Culture and Compensation Committee membership.

The primary responsibilities of the People, Culture and Compensation Committee, among others, are to:

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The People, Culture and Compensation Committee selected and directly retained the services of Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent executive compensation consulting firm, as to its compensation decisions for 2020. Pearl Meyer did not provide any other services to the Company and worked with the Company’s management only on matters as directed by the People, Culture and Compensation Committee. The People, Culture and Compensation Committee assessed the independence of Pearl Meyer pursuant to SEC and NYSE rules and concluded that no conflict of interest existed that would preclude Pearl Meyer from serving as an independent consultant to the committee. The work of Pearl Meyer in 2020 did not raise any conflicts of interest. Pearl Meyer generally attends meetings of the committee and also communicates with the committee outside of meetings. Our People, Culture and Compensation Committee has instructed the independent consultant to:

Our Chief Executive Officer generally attends meetings of the People, Culture and Compensation Committee by invitation of the committee, except for meetings in which the Chief Executive Officer’s compensation is being considered.

In 2020, the People, Culture and Compensation Committee delegated authority to the Company’s Chief Executive Officer to award up to $2.5 million in off-cycle long-term incentive equity plan grants, which are intended to be used to recruit and retain new senior level talent for the Company. In 2020, this authority was used to grant a total of $1.966 million in off-cycle grants of restricted stock units.

The members of the People, Culture and Compensation Committee are R. L. Jordan (Chair), B. A. Klein and J. A. Uribe. This committee held six meetings during 2020.

Corporate Governance and Nominating Committee

Our Corporate Governance and Nominating Committee is composed entirely of independent directors, as “independent director” is defined under the rules of the NYSE. The Corporate Governance and Nominating Committee reviews the composition of the board and the tenure of its members at least annually to help determine the number and experience of directors required.

The primary responsibilities of the Corporate Governance and Nominating Committee, among others, are to:

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Members of the Corporate Governance and Nominating Committee are G. B. Kenny (Chair), L. Aranguren-Trellez and D. A. Wilson. This committee held four meetings during 2020.

Director Nomination Criteria

The Company retains a professional third-party search firm to help identify and facilitate the screening and interview process for potential director candidates. The Corporate Governance and Nominating Committee applies formal criteria for selecting director nominees approved by the board. Candidates for director are identified for the contributions they can make to the deliberations of the board and their ability to represent impartially all of the Company’s stockholders.

In addition to other considerations, all potential nominees are expected to have:

The above attributes are expected to be maintained by board members as a condition of their ongoing membership on the board. The Corporate Governance and Nominating Committee reviews the composition of the board and the tenure of its members at least annually to help determine the number and experience of directors required.

The Corporate Governance and Nominating Committee has also established the following additional criteria as an aid in the selection of potential director candidates. The weight given to any particular item may vary based on the committee’s assessment of the needs of the board, and not all criteria may be applicable to each candidate. Similarly, these criteria, in whole or in part, may be modified or waived by the Corporate Governance and Nominating Committee in connection with a particular candidate or as otherwise deemed appropriate by the committee. Candidates should have all or a majority of the following important or desired attributes:

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In addition to these minimum requirements and desired attributes, the Corporate Governance and Nominating Committee also evaluates whether the candidates’ skills and experience are complementary to the existing board members’ skills and experience as well as the board’s need for operational, management, financial, international, technological or other expertise and diversity in a broad sense. The search firm identifies and screens the candidates, performs reference checks, prepares a biography for each candidate for the Corporate Governance and Nominating Committee to review and assists in establishing interviews. The Corporate Governance and Nominating Committee members interview candidates that meet the criteria and select those it will recommend to the board for nomination. The board considers the nominees and selects those whom it believes best suit the needs of the board.

The Corporate Governance and Nominating Committee and the board consider the composition of the entire board and the entire range of diversity (including gender, race, ethnicity, geographic background and personal experience) in its determinations. We do not have a formal diversity policy, but we have historically had a diverse board. Our director qualifications and diversity matrix below illustrates the diversity of experiences, qualifications and backgrounds represented on our board. At this time, our board includes three women directors, two male directors of Hispanic ethnicity, both of whom live outside the United States, and one African-American male director.

The Corporate Governance and Nominating Committee will consider qualified candidates for director nominees recommended by our stockholders. Stockholders may recommend qualified candidates for director nominees by writing to the Corporate Governance and Nominating Committee, c/o the Corporate Secretary, at Ingredion Incorporated, 5 Westbrook Corporate Center, Westchester, Illinois 60154. The Corporate Governance and Nominating Committee intends to evaluate candidates proposed by stockholders in the same manner as other candidates.

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In addition, our bylaws provide that candidates for director may be nominated at the annual meeting (without including such nomination in the Company’s proxy materials) if the nominating stockholder gives the Company written notice not less than 90 nor more than 120 days in advance of the date which is the anniversary of the date of the previous year’s annual meeting, or, if the date of the annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, not less than 90 days before the date of the applicable annual meeting, or, if later, the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting, whichever occurs first. That notice must provide certain other information as described in our bylaws.

Pursuant to our bylaws, stockholders may also submit director nominees to be included in our annual proxy statement, known as “proxy access.” Stockholders who intend to submit director nominees for inclusion in our proxy materials for the 2022 annual meeting must comply with the requirements of proxy access as set forth in our bylaws. The stockholder or group of stockholders who wish to submit director nominees pursuant to proxy access must deliver the required materials to the Company not less than 120 nor more than 150 days prior to the anniversary of the date that the proxy statement was released for the prior year’s annual meeting, or if the date of the annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, not less than 90 days before the date of the applicable annual meeting, or, if later, the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting, whichever occurs first.

Director Ownership Guidelines

Our Corporate Governance Principles provide that within five years of his or her election to the board, a director should acquire and hold a number of shares of the Company’s common stock that from time to time has a market value equal to a minimum of five times the dollar amount of the cash portion of the director’s annual board retainer. We count direct and indirect ownership of our common stock, including restricted stock, restricted stock units and phantom stock units, but do not include stock options in determining whether the ownership targets are satisfied. As of December 31, 2020, all of the directors either exceeded their stock ownership targets or were within the five-year compliance window in which to meet those ownership targets. J. P. Zallie, our Chief Executive Officer, is subject to an ownership requirement of six times his annual base salary, and he is within the five-year compliance window in which to meet that ownership target.

Director Compensation

The objective of our compensation program for our non-management directors, each of whom the board has determined to be an “independent director” under NYSE rules, is to:

To determine the appropriate director compensation level, the People, Culture and Compensation Committee uses the same compensation comparator group of companies used in determining executive officer compensation, as described on page 29. The compensation comparator group was selected using companies that were broadly similar in revenue scope to the Company. The committee also considers broader, size-adjusted general industry and index benchmarks. Generally, the committee positions pay within a median range relative to the market, which helps ensure directors are paid fairly and that the Company can attract qualified and diverse talent to the board. In addition, we pay a majority portion of directors’ pay in equity. These equity and share ownership guidelines further align the interests of our directors with the interests of our stockholders.

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The following sets forth the individual components of our non-management director compensation in 2020. The following, as well as the table of director’s compensation, reflects increases approved by the board in December 2019. Such increases, effective January 1, 2020, include a $10,000 increase in the stock portion of the annual retainer and a $5,000 increase in each committee chair’s compensation, split equally among cash and stock.

Each of the foregoing retainers is payable in quarterly installments on the first day of each calendar quarter. The stock portion of the retainer is issued in common stock in the amount of the applicable retainer divided by the closing price of a share of the Company’s common stock as reported on the NYSE on the first day of a fiscal quarter, or if that day is not a day on which the NYSE is open for trading, on the immediately preceding day on which the NYSE is open for trading.

James P. Zallie, our President and Chief Executive Officer, whose compensation is included in the Fiscal 2020 Summary Compensation Table below, did not receive any additional compensation for serving as a director.

The annual retainers are intended to compensate our non-management directors at levels comparable to those paid by similarly sized companies. The People, Culture and Compensation Committee and the board believe these to be appropriate levels in terms of the responsibilities borne by the directors and the market for director compensation.

Directors are permitted to defer all or a portion of their retainers into restricted stock units under our Stock Incentive Plan pursuant to which a settlement is deferred until after the director’s termination of service from the board. All directors are reimbursed for board and committee meeting expenses, but no meeting attendance fees are paid in addition to the annual retainers.

The following table summarizes the compensation earned by our non-management directors for service during 2020.

Director Compensation

Restricted stock units have been valued at the grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). See note 11 to our consolidated financial

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statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020, for a statement of the assumptions made with respect to the valuation under FASB ASC Topic 718. Shares of common stock have been valued at the closing price of a share of our common stock as reported on the NYSE on the first day of the applicable fiscal quarter, or if that day is not a day on which the NYSE is open for trading, on the immediately preceding day on which the NYSE is open for trading. Restricted stock units are granted in advance on the first business day of each fiscal quarter equal to the amount of the retainer deferred divided by the closing price of a share of our common stock as reported on the NYSE on the first day of the fiscal quarter, or if that day is not a day on which the NYSE is open for trading, on the immediately preceding day on which the NYSE is open for trading. The restricted stock units (and phantom stock units issued prior to 2005) earn dividend equivalents. The restricted stock units and dividends earned thereon are not subject to vesting, but may not be transferred until a date not less than six months after the date of the director’s termination of service from the board, at which time the units will be settled by delivery of shares of common stock. Shares of common stock are granted in advance on the first business day of each fiscal quarter equal to the amount of the retainer paid in stock divided by the closing price of a share of our common stock on the NYSE on the first day of the fiscal quarter, or if that day is not a day on which the NYSE is open for trading, on the immediately preceding day on which the NYSE is open for trading.

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Security Ownership of Certain Beneficial Owners and Management

The calculation of beneficial ownership of the Company’s issued and outstanding common stock presented in the following tables is made in accordance with SEC rules. Under these rules, a person is deemed to be a “beneficial owner” of shares of common stock if that person has or shares the power to vote or direct the voting of the shares or the power to dispose or direct the disposition of the shares. Beneficial ownership as of any date includes any shares as to which a person has the right to acquire voting or investment power as of that date or within 60 days thereafter through the exercise of any stock option or other right or the vesting of any restricted stock unit, without regard to whether such right expires before the end of such 60-day period or continues thereafter. If two or more persons share voting power or investment power with respect to specific shares, all of such persons may be deemed to be beneficial owners of such shares.

As of March 25, 2021, which is the record date for the annual meeting, 67,228,076 of our shares of common stock were issued and outstanding.

The following table shows, as of March 25, 2021, all persons known by the Company to be beneficial owners of more than five percent of the Company’s issued and outstanding common stock.

The following table shows, as of March 25, 2021, information based on filings with the SEC and our records regarding the beneficial ownership of the Company’s issued and outstanding common stock by:

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The percentage of beneficial ownership as to any person as of March 25, 2021 is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power as of or within 60 days after March 25, 2021, by the sum of the number of shares outstanding as of March 25, 2021, plus the number of shares as to which such person has the right to acquire voting or investment power as of or within 60 days after March 25, 2021. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner.

Includes shares of common stock that may be acquired through the exercise of stock options vested or subject to vesting as of or within 60 days after March 25, 2021, in the following amounts: J. P. Zallie, 263,283; J. D. Gray, 69,813; J. Kokke 49,894; E. Adefioye, 23,596; J. M. Bawcom, 4,720; and for all directors and executive officers as a group, 472,756.

Includes shares of common stock issuable pursuant to restricted stock awards vested or subject to vesting as of or within 60 days after March 25, 2021, in the following amounts: for each of L. Aranguren-Trellez and B. A. Klein, 888 shares and reinvestment of dividends on those shares; and for all directors and executive officers as a group, 1,776 shares. The shares of restricted stock held by Mr. Aranguren-Trellez and Ms. Klein were granted to these directors as part of their annual retainers, and reinvested dividends on these shares are vested but are restricted as to transfer until termination of service from the board. Holders of restricted stock are entitled to vote those shares prior to vesting.

Includes 4,766 shares of common stock held in the Ingredion Incorporated Stock Fund of our Retirement Savings Plans by all directors and executive officers as a group.

Fractional amounts have been rounded to the nearest whole share.

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Executive Compensation

Compensation Discussion and Analysis

This section provides information concerning our compensation programs in which our principal executive officer, our principal financial officer and our three most highly compensated executive officers other than our principal executive officer and principal financial officer (“named executive officers”) participated in 2020. The named executive officers are all based in the U.S. The compensation discussion and analysis is organized as follows:

Executive Summary

We are a leading global ingredients solutions provider. We turn corn, tapioca, potatoes, grains, fruits and vegetables into value-added ingredients and biomaterials for the food, beverage, brewing and other industries.

In a year of incredible challenges, Ingredion rose to those challenges by delivering a year of continued specialties growth, strategically strengthening our portfolio and displaying momentum in our financial performance as we exited the year. At the onset of the COVID-19 pandemic, management moved swiftly to protect our employees’ health and safety, maintain business continuity for our customers and make strategic investments aligned with our growth strategy for long-term value creation.

Corporate Governance Highlights

Determinations by the People, Culture and Compensation Committee are informed by best practices and corporate governance developments in relation to executive compensation. Our executive compensation policies and practices include:

2020 Business Performance and Executive Pay Highlights

We achieved net sales of $5.99 billion in 2020. Our diluted earnings per common share in 2020 decreased by 16.0% from $6.13 in 2019 to $5.15 in 2020. Adjusted diluted earnings per common share in 2020 decreased by 5.7% from $6.61 in 2019 to $6.23 in 2020.¹

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The decrease in earnings per share was due primarily to reductions in volumes driven by government-mandated shutdowns associated with COVID-19, particularly in the Americas, increased restructuring and impairment charges associated with the impairments of an indefinite-lived intangible asset and an equity method investment, and the results of the acquired operations of PureCircle.

We diversified our specialties portfolio beyond corn by expanding our capacity and capabilities in tapioca, rice and potato-based specialty starches, stevia, and pulse-based and quinoa proteins.

Executive Pay Highlights

Overview of Compensation Philosophy and Programs

Purpose and Structure

We believe a well-structured executive compensation strategy, like a well-structured business strategy, requires clarity and balance. We need to address many important business variables and time frames in our compensation programs. Among the most important variables that we must manage are:

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Our compensation programs are intended to balance these reinforcing (and sometimes competing) objectives. We believe our programs and related pay opportunities allow us to achieve these objectives in a prudent and effective way. Our executive compensation structure is straightforward, competitive in the marketplace and has a strong emphasis on performance. We believe it is one that stockholders can understand and support.

Our compensation structure for our named executive officers for 2020 included the following broad elements:

This structure is simple and comprehensive, providing:

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Performance

Our pay programs are aligned with competitive practice and our performance. We are committed to continuing to manage the Company in a prudent manner for long-term success. We believe we are providing the right incentives to our management to achieve this objective.

In making decisions with respect to pay for our named executive officers for 2021, our People, Culture and Compensation Committee considered the say-on-pay vote at our 2020 annual meeting. In light of the 91.5% vote in favor of the compensation of our named executive officers, we did not change our compensation plans as a result of the say-on-pay vote. Our programs for 2021 are similar to those for 2020.

We continue to evaluate our compensation programs and practices to ensure we incorporate best practices in executive compensation and consider modifications to our programs to support our business strategies and provide an appropriate balance of risk and reward.

Philosophy and Process

Our People, Culture and Compensation Committee, also referred to as the Committee, establishes our executive compensation philosophy. Our executive compensation programs are approved by the Committee based on recommendations by management and advice from an independent compensation consultant and are administered by our Human Resources Department. Our Chief Executive Officer and Senior Vice President and Chief Human Resources Officer make recommendations concerning base salary, short- and long-term incentive compensation and plan design for executive compensation (other than their own) to the Committee. The People, Culture and Compensation Committee approves all forms of compensation, related design provisions and performance goals for our named executive officers other than the Chief Executive Officer, and makes recommendations regarding the Chief Executive Officer’s compensation for approval by the independent directors.

We are committed to maximizing shareholder value and dedicated to attracting and retaining the necessary talent to accomplish this objective. Our compensation philosophy is designed to directly align the interests of stockholders and executives through compensation programs that will reward executives for performance that builds long-term shareholder value.

The objectives of our compensation programs are to:

To meet our objectives, elements of compensation are based on the following three fundamental principles.

A Substantial Portion of the Named Executive Officers’ Compensation Is Performance-Based. Our executive compensation programs are designed to motivate our executive officers to maximize shareholder returns by achieving growth and profitability goals. Our programs provide this motivation in a number of ways.

A Substantial Portion of Named Executive Officer Compensation Is Delivered in the Form of Equity Awards. The People, Culture and Compensation Committee believes that a substantial portion of total target compensation should be delivered in the form of long-term equity incentives in order to align the interests of our named executive officers with the interests of our stockholders. In 2020, 50% of the equity compensation provided to our named executive officers was delivered in the form of performance shares,

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25% in the form of nonqualified stock options and 25% in the form of restricted stock units. These allocations are unchanged since 2018. These awards in combination focus executives on the creation of shareholder value over the long term and permit named executive officers to accumulate ownership in the Company.

Like awards earned under the Annual Incentive Plan, performance shares are earned based on the achievement of performance goals recommended by management and approved by the People, Culture and Compensation Committee (and in the case of the Chief Executive Officer, recommended by the People, Culture and Compensation Committee and approved by the independent directors). No performance shares are earned if threshold performance goals are not achieved. Stock options have no realizable value at the time of grant. Named executive officers will only realize value from stock options if our share price appreciates above the exercise price, which is the closing price of a share of our common stock as reported on the NYSE on the date of grant. Restricted stock units have a value tied to the stock price.

Our Compensation Program for Named Executive Officers Is Designed to Enable Us to Attract and Retain First-Rate Executive Talent. We believe that stockholders are best served when we can attract and retain talented executives with compensation packages that are competitive. Therefore, in general we target base salary and annual cash compensation (base salary plus target short-term incentives) and long-term incentive compensation opportunities for the named executive officers at the 50th percentile based on executives with similar responsibilities among a comparator group of companies. However, actual pay opportunities can vary somewhat (above or below) this market reference point based on experience, performance, retention concerns and overall expertise in the role. We prepare market benchmarking on the basis of pay opportunities, that is, “target” and grant date values of compensation. We use target/grant date values in our market analyses because earned compensation (as contrasted with target) is entirely a function of performance. Our objective is to deliver competitive target compensation opportunities. Management provides the People, Culture and Compensation Committee with information regarding compensation practices of the compensation comparator group of companies to assist the Committee in understanding the external market. This market data was provided to management by Aon Hewitt, a provider of human capital consulting services, and reviewed by the People, Culture and Compensation Committee and by its advisor, Pearl Meyer. The compensation comparator group used for 2020 compensation decisions consisted of the following 25 companies:

We compete for talent with a variety of companies in the U.S. and elsewhere. Accordingly, since our executive talent is likely to come from a variety of industries, the People, Culture and Compensation Committee decided that the comparator group should similarly reflect a robust cross-section of companies and industries. Consequently, a comparator group was developed that was based on companies that provide data to the Aon Hewitt database and that are broadly similar to Ingredion in revenue scope at between $3 billion and $11.6 billion in annual revenues. The median annual revenue of this group was $6.2 billion. Aon Hewitt applied regression analysis where appropriate to account for differences in size of revenues of the companies in the 2020 comparator group in estimating the market value of each compensation element, which is a common analytical convention.

There were no changes to the 2020 compensation comparator group when compared to the 2019 group.

We determine all elements of compensation annually at the same time in order to consider the relationships between all compensation elements as well as to assess the appropriateness of the total compensation package for each named executive officer. To accomplish this, we review the strength of our financial performance, the named executive officers’ positions and levels

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of responsibility, internal comparisons, individual performance and historical grant levels, as well as the competitive market data for the compensation comparator group.

Elements of Compensation

As summarized above, our compensation program has five components: base salary, annual incentives, long-term incentive compensation, benefit programs broadly available to employees and a limited number of perquisites. Each element is addressed in the context of competitive conditions and internal comparisons. The People, Culture and Compensation Committee annually reviews each component of compensation including performance metrics and objectives to determine whether they remain properly aligned. Accordingly, there may be changes from year to year in the metrics or other plan design elements we use to measure performance and as the basis for earning the components of compensation.

Base Salary: We target base salaries at the 50th percentile (adjusting actual salaries for relative experience for the position) relative to executives with similar responsibilities of the compensation comparator group. The specific named executive officer’s salary varies based on the level of his or her responsibility, experience, time in position, internal equity considerations and individual performance. Salaries are reviewed annually. All salary actions with respect to named executive officers, other than the Chief Executive Officer, are recommended by our Chief Executive Officer and reviewed and approved by the People, Culture and Compensation Committee. Our Chief Executive Officer’s recommendations are made at the conclusion of our performance review process. The performance review process requires our Chief Executive Officer to evaluate the other named executive officers’ performance and contributions against objective metrics and leader imperatives and to assign a performance rating. This rating system is used for all salaried employees. Based on these ratings our Chief Executive Officer makes salary recommendations considering the named executive officers’ time in the position and the 50th percentile salary for the corresponding position in the compensation comparator group.

In 2020, the Chief Executive Officer recommended salary increases for all of the other named executive officers, and the People, Culture and Compensation Committee approved those salary increases. The Committee recommended the 2020 salary increase for the Chief Executive Officer, and the independent directors approved the recommended salary increase. The increases for our named executive officers averaged 5.0%.

Annual Incentive Plan: Our Annual Incentive Plan (“AIP”) is our short-term incentive cash compensation program for executive officers, including the named executive officers. This plan was approved by our stockholders in 2015.

Since its inception, our AIP has fostered and supported our pay-for-performance philosophy by providing direct incentives to achieve specific financial goals. These goals are based on financial goals for the Company recommended by management and approved by our Board of Directors. The AIP goals are intended to align performance with our stockholders’ interests. Earned annual incentives are based on performance relative to the pre-established financial goals and personal objectives.

The People, Culture and Compensation Committee approves a cash, short-term incentive target opportunity for each named executive officer, other than the Chief Executive Officer, expressed as a percentage of base salary. The independent directors approve the cash, short-term incentive target opportunity for the Chief Executive Officer, which is also expressed as a percentage of base salary. For 2020, the target awards for the named executive officers ranged from 65% to 130% of base salary depending on the named executive officer’s position, as shown in the table on page 32. Incentive targets are established by the Committee in part based on market data and in part based on our Chief Executive Officer’s recommendations concerning short-term incentive target awards for specific named executive officers (other than himself). Mr. Zallie’s 2020 target was established based on market data and was approved by the People, Culture and Compensation Committee and the independent members of the Board of Directors.

Management recommended and the People, Culture and Compensation Committee (and, with respect to the Chief Executive Officer, the independent directors) approved the performance targets and weightings with respect to the performance goals as shown in the table below. The Committee (and, with respect to the Chief Executive Officer, the independent directors) approved each performance measure for the following reasons: adjusted EBITDA, because it serves as a foundation for our growth and, as a result, shareholder value; total Company operating working capital as a percentage of net sales, because it is a key financial metric; Cost Smart savings, to align the named executive officers’ payouts with the Company’s program to realize savings in selling, general and administrative (“SG&A”) expense and in cost of sales expense; and personal objectives, because these objectives are important priorities for each named executive officer to achieve strategic initiatives. Mr. Kokke’s goals included a regional adjusted EBITDA goal for the region for which he was responsible in order to provide an incentive for superior performance by that region.

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Weightings Assigned in 2020 to Each Performance Objective under the

Annual Incentive Plan for the Named Executive Officers

The People, Culture and Compensation Committee (and the independent directors, with respect to the Chief Executive Officer’s adjusted EBITDA goal) exercised its discretion to modify at year end the 2020 adjusted EBITDA measure to reflect certain costs related to Cost Smart Restructuring, Finance Transformation, acquisition and integration costs, as well as extraordinary expenses, including a trademark dispute and storm damage to a plant, for an aggregate total of $60,400,000. These adjustments were determined to be appropriate from the adjusted EBITDA target level originally established because these events were outside of the ordinary course of business and excluding these extraordinary and project-related net costs allowed management to monitor performance of the ordinary course of business on a comparable basis year over year.

In 2020, the People, Culture and Compensation Committee approved replacing the prior measurement of operating working capital in days with a measurement of operating working capital as a percentage of net sales. The Committee also realigned the weightings of adjusted EBITDA and total Company working capital as a percentage of net sales by reducing the weight of the adjusted EBITDA measure from 55% to 50% (applying the 5% reduction for Mr. Kokke to the regional adjusted EBITDA) and increasing the weight of the working capital as a percentage of net sales measure from 10% to 15%.

Scales developed for each metric permit participants in our AIP to earn from 0% up to 200% of their annual incentive targets based on achievement from 88% to 115% of the adjusted EBITDA goal, from 0% for greater than 19.2% to 200% for 15.2% of the working capital as a percentage of net sales goal, and from 0% for less than $85million to 200% for $115 million in cumulative 2020 end-of-year Cost Smart run-rate savings, including savings in both SG&A and cost of sales.

Our Board of Directors approves corporate financial goals and objectives for the Company. The independent directors review and approve the individual personal goals and objectives relevant to our Chief Executive Officer’s compensation in light of those corporate financial goals and objectives. The People, Culture and Compensation Committee approves the individual personal goals and objectives for the named executive officers other than the Chief Executive Officer.

The People, Culture and Compensation Committee, in conjunction with the Company’s other independent directors, evaluates the Chief Executive Officer’s performance in light of those goals and objectives. The Committee discusses the evaluation with the other independent directors and recommends compensation for the Chief Executive Officer to the independent directors, who approve the Chief Executive Officer’s compensation, including base salary and short- and long-term incentive awards.

To be eligible to receive an incentive payment for a performance period, a named executive officer must (a) be an employee of the Company on the last day of the performance period, or have terminated employment during the performance period due to retirement, disability or death, and (b) have been employed by the Company for more than six months of the performance period. A

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named executive officer who is eligible to receive an incentive payment for a performance period, but who was not actively employed during the entire performance period, will receive a prorated payment determined in accordance with rules approved by the People, Culture and Compensation Committee. Annual incentive awards for each performance period are to be paid within two and one-half months after the end of the one-year performance period.

The following tables set forth our financial performance goals established for each named executive officer for 2020 as well as the actual results achieved.

Summary of 2020 Financial Goals and Actual Results under the

Annual Incentive Plan for the Named Executive Officers

Executive Annual Incentives

Payout Percentage—2020

Executive Annual Incentives

Target, Maximum and Actual Awards—2020

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The personal objectives component represented 20% of each named executive officer’s potential award opportunity. The personal objectives for the Chief Executive Officer were recommended by the People, Culture and Compensation Committee and approved by the independent directors. The personal objectives for the named executive officers, other than the Chief Executive Officer, were recommended by the Chief Executive Officer to the Committee and approved by the Committee.

In 2020, the personal objectives for all Ingredion employees, including the named executive officers, were aligned with Ingredion’s corporate values of Care First, Be Preferred, Everyone Belongs, Innovate Boldly and Owner’s Mindset.

Mr. Zallie’s personal objectives were focused on revenue and cost synergies, and delivery of growth. In particular, his goals were weighted as follows:

The personal objectives of the other named executive officers were aligned with Mr. Zallie’s personal objectives and focused on those same key areas with varying levels of emphasis and weighting.

At the end of the year, each named executive officer submitted a written self-appraisal. For the named executive officers, other than the Chief Executive Officer, the self-appraisals were reviewed by the Chief Executive Officer. The self-appraisal for the Chief Executive Officer was reviewed by the independent directors. These reviews considered completion of objectives and the quality of work performed and incorporated an element of judgment in assigning individual levels of achievement. A maximum 200% payout on the personal objective component was possible for exceptional achievement.

Based on the People, Culture and Compensation Committee’s review of the individual personal objectives for all named executive officers other than Mr. Zallie, Mr. Zallie’s recommendations for the other named executive officers, and the Board of Directors’ review of Mr. Zallie’s personal objectives, the following achievement percentages were assigned for personal objectives: 120.83% for Mr. Zallie, 122.5% for Mr. Gray, 117.5% for Mr. Kokke, 163.75% for Ms. Adefioye and 130.0% for Ms. Bawcom.

Our Chief Executive Officer may recommend to the People, Culture and Compensation Committee an adjustment to the amount of the AIP award earned by any other named executive officer (positive or negative) based on his judgment of that individual’s performance and/or his judgment of the degree of difficulty of the performance goal. In 2020, the Chief Executive Officer did not recommend any adjustments to named executive officer AIP awards under this provision. Furthermore, the People, Culture and Compensation Committee may adjust the total amount earned and calculated in accordance with the metrics described above from 0% to 150% based on its determination of the relative strength or weakness of an individual’s performance. As a result, an outstanding performer may have his or her total bonus payment increased by 50% while, conversely, the bonus may be reduced incrementally to $0 for an unsatisfactory performer. No such adjustments were made under this provision for 2020.

Long-term Incentive Compensation: The principal purpose of our long-term incentive compensation program is to align the rewards to executives with the creation of shareholder value. For our Chief Executive Officer, the grant date value of target long-term incentive compensation constituted 70% of 2020 total target compensation (base salary plus target short- and long-term incentive compensation). For our other named executive officers, the grant date value of target long-term incentive compensation constituted from 44% to 52% of their 2020 total target compensation. We believe the grant date values provided an appropriate balance between short- and long-term compensation and fixed and variable components. In 2020, we awarded long-term incentives to our executive officers in the form of performance shares, nonqualified stock options, and restricted stock units granted pursuant to our Stock Incentive Plan. Our goal was to provide awards that delivered approximately 50% of the grant date fair value of the long-term incentive award in the form of performance shares, 25% in the form of nonqualified stock options, and the remaining 25% in the form of restricted stock units. We used these allocations among performance shares, stock options and restricted stock units to provide a balance of compensation based on absolute stock price growth and superior relative performance-based shareholder return. We continue to evaluate the appropriate mix of long-term incentive compensation vehicles in comparison to the market to best support our long-term business strategy. For the 2021 grants, the respective weightings for performance shares, stock options, and restricted stock units remain unchanged.

Performance Shares: In 2017 and 2018, performance shares constituted 35% of the targeted long-term incentive compensation value. Effective 2019 and continuing in 2020, performance shares were increased to 50% of the targeted long-term incentive

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compensation value. Performance shares awarded in 2020 will be earned, if at all, based on the following two equally weighted metrics:

TSR is defined for purposes of the performance shares grants as (a) the sum of (i) change in stock price (ending stock price minus starting stock price) plus (ii) dividends paid, divided by (b) beginning stock price. Beginning stock price is the average of the daily average closing prices as reported on the NYSE for each of the 20 trading days immediately prior to the first day of the performance period. Ending stock price is the average of the daily average closing prices as reported on the NYSE for each of the last 20 trading days of the performance period. The daily average closing prices are the average of the high and low closing prices as reported on the NYSE for one share of common stock on the date of determination. Dividends paid were the total of all dividends paid on one share of common stock during the applicable calendar quarter(s) during the performance period, with dividends treated as though they were reinvested at the end of each calendar quarter based on the closing stock price at the end of each calendar quarter.

The Company believes that adjusted return on invested capital is meaningful as it focuses on profitability and value-creating potential, taking into account the amount of capital invested. We define adjusted return on invested capital, which is a performance ratio not defined under GAAP, as adjusted operating income, net of tax, divided by average end-of-year balances for the current year and prior year total net debt and equity. Adjusted operating income net of tax, which is a non-GAAP financial measure, is defined as operating income calculated in accordance with GAAP, as adjusted to exclude amounts related to provision for income taxes, other, non-operating (income) expense, net, financing cost, net, restructuring/impairment charges, acquisition/integration costs, charge for fair value markup of acquired inventory, North America storm damage, income taxes, and other matters.

These two performance metrics are intended to focus our executive officers on achieving critical multi-year goals, in particular, delivering superior shareholder returns relative to a comparator group. We believe that over time investors will choose our stock if they believe it will perform at least as well as a relevant group of peers and with strong expectations that we might outperform those peers. In addition, we believe that over time investors will choose our stock if we consistently achieve an adjusted return on invested capital in excess of our stated performance targets. The People, Culture and Compensation Committee regularly reviews the design of the performance shares, including performance metrics, to ensure the grants continue to be aligned with maximizing shareholder returns by achieving growth and value-generation goals. To further promote executive share ownership and stockholder alignment, vested performance shares are paid in common stock. No dividends are earned on any performance shares prior to the stock payment.

Performance shares are earned based on our relative percentile ranking with respect to TSR for members of our performance share peer group described below, as well as on our adjusted return on invested capital. The performance/reward scale for the 2020 grant is as follows:

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The performance share peer group for the TSR metric for the performance shares granted in 2020 consisted of Ingredion and the 22 companies listed below.

This performance share peer group was updated from the group used for 2019 grants. Bemis Company Inc. was removed after its acquisition by Amcor Ltd. of Australia.

In trying to construct an optimal custom comparator group, the following criteria or “filters” were utilized:

The performance share peer group was utilized for this program rather than the compensation comparator group because we believe investors are more likely to consider the stocks of the former group as alternatives to an investment in our stock than the companies in the compensation comparator group, in part because their business operations are more similar to ours. We believe that the compensation comparator group is more representative of industries from which we may attract talent. Therefore, we use the compensation comparator group to determine competitive compensation levels. We believe the use of two separate groups of companies is appropriate and not uncommon given the different purposes for comparison.

Results of 2018-2020 Performance Awards. Relative TSR for the three-year performance cycle ending in 2020 was below the 40th percentile ranking of the TSR peer group. Consequently, 0% of the target number of performance shares granted in February 2018 were earned. TSR was used because it is a direct measure of the value delivered to stockholders relative to other comparable investments. The performance/reward scale for the 2018-2020 cycle established a payout scale with a 40th percentile requirement for a threshold performance payout of 50%, a 55th percentile requirement for target performance payout of 100%, and an 80th percentile requirement for a maximum performance payout of 200%.

Stock Options. We determined the February 2020 grant of nonqualified stock options by converting 25% of the targeted long-term incentive compensation value for each named executive officer to a number of stock options using an estimated Black-Scholes option value. Stock options were granted to eligible management employees, and the exercise price of such options was established on February 4, 2020. All of these options granted to our named executive officers are nonqualified stock options with ten-year terms that vest in one-third increments on the first three anniversaries of the date of the grant. In the event of a retirement (defined as age 65, age 55 with ten years of service or age 62 with five years of service) one year or more after grant date, these options will continue to vest.

We make long-term incentive grants at the People, Culture and Compensation Committee’s first meeting each year, typically in early February, and at the same time other elements of compensation are determined so that we can consider all elements of compensation simultaneously.

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Restricted Stock Units. Restricted stock units represent the right to receive a share of common stock upon vesting. Restricted stock units are granted to align the interests of named executive officers with the interests of our stockholders. They promote retention of critical executive talent. They also help balance the named executive officers’ long-term incentive compensation mix to minimize risk taking. Finally, they result in the issuance of a lesser number of shares to provide an equivalent amount of compensation compared to stock options. We determined the February 2020 grants by converting 25% of the targeted long-term incentive compensation value for each named executive officer to a number of restricted stock units using the closing price of a share of our common stock as reported on the NYSE on the date of grant. Restricted stock units granted to the named executive officers in February 2020 vest on the third anniversary of the date of the grant. The restricted stock units vest on a pro rata basis in the event of death or disability. The restricted stock units will continue to vest in the event of retirement (defined as age 65, age 55 with ten years of service or age 62 with five years of service) more than one year after grant date. As of each dividend payable date, additional restricted stock units equivalent to the value of the dividend are credited to the award. The additional restricted stock units carry the same terms and conditions as the underlying award.

Retirement and Other Benefits. We provide benefits such as medical, dental and life insurance and disability and accidental death and dismemberment coverage to each U.S.-based named executive officer. These benefits are also provided to all eligible U.S.-based employees. Eligible employees, including the named executive officers, may purchase additional life, dependent life and accidental death and dismemberment coverage as part of their active employee benefits. In addition, all salaried employees in the U.S. are eligible to participate in our salaried Retirement Savings Plans and, subject to certain service requirements, the Cash Balance Plan Component of the Ingredion Pension Plan (the “Cash Balance Plan”) and our Master Retiree Welfare Plan (also known as Retiree Health Care Spending Accounts or “RHCSA”).

Cash Balance Plan. Mr. Zallie and Mr. Gray are the sole named executive officers who participate in our Cash Balance Plan. The Cash Balance Plan is a defined benefit qualified pension plan which is available to all U.S., salaried employees hired before January 1, 2015. Accounts of participants in the Cash Balance Plan accrue pay credits based on years of service and monthly interest credits using a rate equal to a specified amount above the interest rate on short-term U.S. Treasury notes. Pay credits are calculated as a percentage (3% to 10%) of a salaried employee’s eligible compensation (defined as base salary, overtime and earned Annual Incentive Plan award). The pay credit percentage is determined by the employee’s years of service and reaches and remains at 10% after 35 years of service. The Plan is frozen at 2017 levels for purposes of calculating the pay credit percentage. The value of a participant’s account at retirement is paid out either as a life or a joint and survivor annuity or in an optional form, such as a lump sum, if certain funding conditions are met. The Cash Balance Plan provides for a three-year vesting period.

Mr. Kokke participates in the Ingredion Incorporated Third Country National Cash Balance Plan. The plan is a non-qualified pension plan available to certain employees who are not working in their country of origin. Accounts of participants in the Plan accrue pay credits based on years of service and monthly interest credits using a rate equal to a specified amount above the interest rate on short-term U.S. Treasury notes. Until his transfer to the United States, Mr. Kokke received pay credits under this plan. Pay credits are calculated as a percentage (3% to 10%) of an employee’s eligible compensation (defined as base salary, overtime and earned Annual Incentive Plan award). The pay credit percentage is determined by the employee’s years of service and reaches and remains at 10% after 35 years of service. The value of a participant’s account at retirement is paid out in a lump sum and is subject to an offset for pension and other amounts payable under the participant’s local, non-U.S. plans. The Third Country National Cash Balance Plan provides for a three-year vesting period with 100% vesting upon attainment of age 65.

Retirement Savings Plan. Our Retirement Savings Plan is a tax-qualified 401(k) savings plan that offers U.S., salaried employees the opportunity to contribute up to 75% of their eligible compensation on either a before-tax or after-tax basis. The Company matches 100% of employee contributions up to the first 6% of eligible compensation contributed. Employee contributions are fully vested upon contribution. Company contributions are vested over three years of qualified employment with the Company. Because Mr. Kokke, Ms. Adefioye and Ms. Bawcom do not participate in the Cash Balance Plan, they each receive an additional Company contribution of 3% of eligible compensation contributed to their respective Retirement Savings Plan accounts.

Supplemental Executive Retirement Plan. Certain of our U.S.-based eligible employees, including all the named executive officers, are entitled to participate in our Supplemental Executive Retirement Plan (“SERP”). The purpose of this nonqualified, unfunded plan is to (a) permit certain key executives to defer receipt of a portion of current compensation, including short- and long-term incentive payments, until a later year, (b) provide participants and their beneficiaries with the amount of retirement income that is not provided under the Cash Balance Plan or the Retirement Savings Plan by reason of statutory limits on eligible compensation under tax-qualified plans and (c) preserve the opportunity for executives to continue to defer compensation that was deferred under previously maintained plans.

To the extent that an employee’s annual retirement income benefit under the Cash Balance Plan exceeds the limitations imposed by the U.S. Internal Revenue Code, additional benefits may be provided through our nonqualified SERP via a Cash Balance Make-up

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Account to which we contribute the amounts that we would have contributed to the Cash Balance Plan absent those statutory limitations. Mr. Zallie and Mr. Gray are the sole named executive officers who participate in Cash Balance Make-up Accounts.

Participants are entitled to participate in Annual Deferral Accounts and Savings Plan Make-up Accounts under the nonqualified SERP. To the extent that benefits are limited under the Retirement Savings Plan due to statutory limits on compensation and deferral under tax-qualified plans, participants are permitted to defer compensation through the SERP. In addition, we make matching contributions on voluntary contributions to the Savings Plan Make-up Accounts in the amount that we would have contributed to the Retirement Savings Plan absent those statutory limitations. A participant is vested in his or her Savings Plan Make-up Account to the extent that the participant is vested in the Retirement Savings Plan matching contributions. SERP participants are general, unsecured creditors of the Company.

Retiree Health Care Spending Accounts. A RHCSA account will be provided to Mr. Zallie if his employment with the Company is terminated by retirement at or after age 55 with ten years of service. The RHCSA accounts aid in purchasing pre-age 65 retiree medical and dental coverage from the Company and to reimburse for a Medicare supplement policy for coverage at age 65 or older. At termination, qualified employees have access to a RHCSA account for themselves and a RHCSA account in an equal amount for their then qualified dependents. The balances in these accounts may be used by the pre-age 65 retiree and dependents to purchase from the Company, at the full cost, medical and dental benefits that mirror those provided by the Company to active employees.

The balances in these notional accounts are forfeited if the employee terminates employment prior to age 55 and ten years of service at the time of termination. The accounts otherwise terminate on the death of the employee for the employee’s RHCSA and upon the death of the qualified dependent in the case of the dependent’s RHCSA.

Perquisites and Other Personal Benefits. We provide our named executive officers with limited perquisites and other personal benefits that we believe (a) are reasonable and appropriate because they help make our compensation packages competitive and better enable the Company to attract and retain executives for key positions and (b) are not excessive.

During 2020, we provided each named executive officer with an annual car allowance of $15,000 except for Mr. Zallie and Mr. Kokke, who were both provided with a Company automobile. For those receiving a Company automobile, we lease and pay all the costs of operating these automobiles, including insurance for the U.S.-resident named executive officers. Each of the named executive officers is subject to income tax on the imputed income resulting from his or her benefit and each is responsible for payment of any imputed taxes. Each of the U.S.-based named executive officers also receives financial planning and tax preparation services, the value of which constitutes taxable income to the recipient, and the payment of which is also the recipient’s responsibility.

The values of these limited perquisites are included in the Fiscal 2020 Summary Compensation Table on page 40 in the column headed “All Other Compensation.”

Change in Control Agreements. We have a severance agreement with each of our currently employed named executive officers that requires us or a successor company to make certain payments and provide certain benefits if the named executive officer’s employment is terminated by us or the successor company other than because of death, “Disability” or “Cause,” or is terminated by the named executive officer for “Good Reason,” in each case, within two years after a change in control of the Company. Disability, Cause and Good Reason are defined in these severance agreements. These agreements are intended to encourage retention in the face of an actual or rumored change in control. In addition, these agreements are intended to align executives’ and stockholders’ interests by enabling executives to consider corporate transactions that are in the best interests of the stockholders and other constituents of the Company without undue concern over whether the transactions may jeopardize the named executive officers’ own employment. Because these agreements are provided to satisfy different objectives than our regular compensation program, decisions made under this program do not affect our regular compensation program.

The terms of these agreements are similar to those provided by other companies, and we provide them in part because we believe we need to do so to provide a competitive compensation package. Information regarding potential payments under these agreements for the named executive officers is provided under the heading “Estimated Potential Payments upon Change in Control” on page 50.

Executive Stock Ownership Requirements

We maintain robust stock ownership requirements for our named executive officers. The ownership requirements are six times his current annual base salary for our Chief Executive Officer and three times their annual base salaries for each of the other named executive officers. We count direct and indirect ownership of our common stock, including restricted stock, restricted stock units and

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phantom stock units, but do not include stock options or unvested performance shares in determining whether the ownership requirements are satisfied. Named executive officers are expected to attain their ownership targets within five years from the time the targets become applicable. Named executive officers are not permitted to sell shares of common stock other than to fund the payment of the exercise price of stock options or to fund the payment of taxes upon the exercise of stock options or vesting of performance shares, restricted stock units or shares of restricted stock at any time when they have not attained their ownership targets. As of December 31, 2020, all of our named executive officers either exceeded their stock ownership targets or were within the five-year compliance window in which to meet these ownership targets.

Other Compensation Matters

Timing of Equity Grants. The People, Culture and Compensation Committee reviews and approves management’s recommendations for equity grants made annually under our Stock Incentive Plan. The Committee takes these actions during its first meeting of the fiscal year. The Committee approves grants of equity awards to named executive officers, other than the Chief Executive Officer, at the same time it approves grants of equity awards to all other eligible employees. The independent directors approve grants of equity awards to the Chief Executive Officer. We do not time such grants in coordination with the Company’s possession or release of material, non-public information or other information. Meetings of the People, Culture and Compensation Committee are generally scheduled at least one year in advance.

Compensation Recovery Policy. The Board of Directors has adopted a recoupment or clawback policy for cash and equity incentive awards paid to executive officers. The policy provides that in the event there is a restatement of incorrect financial results, the People, Culture and Compensation Committee in its discretion will seek reimbursement of the incremental portion of awards paid to executive officers in excess of the awards that would have been paid based on the restated financial results. All forms of incentive compensation are subject to this policy. The Committee may look back over the three-year period prior to the restatement for the recoupment and may recoup compensation paid to both current and former executives. In addition, the policy provides the Committee with the discretion to recoup amounts of excess incentive compensation paid to any executive officer in conjunction with any incorrect financial results (even if not resulting in a restatement), or misconduct on the part of the officer, constituting fraud, commission of a felony, material violation of any written agreement with or policies of the Company, or any other material breach of fiduciary duty injurious to the Company. In addition, our Chief Executive Officer and Chief Financial Officer are subject to any clawbacks that may be required under the Sarbanes-Oxley Act of 2002.

Hedging and Pledging Policy for Employees, Officers and Directors. The Company maintains a securities trading policy that applies to our employees, including executive officers and other officers, and directors and prohibits certain activities relating to specified securities, as described below. The policy also applies to family members who reside with any director or employee, any other person who lives in the director’s or employee’s household, and any other family members whose transactions in securities are directed by, or subject to the influence or control of, the director or employee, as well as entities, such as a corporation, partnership or trust, controlled by the director or employee.

The policy prohibits directors and officers, and strongly discourages other employees, from engaging in hedging and monetization transactions that would permit any such person to continue to own the securities without the full risks and rewards of ownership, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds.

The policy also generally prohibits directors and officers from holding Company securities in a margin account or otherwise lending Company securities as collateral for a loan. An exception to the prohibition on pledging may be granted where a director or officer wishes to pledge Company securities for a loan (not involving margin debt) and clearly demonstrates the financial capacity to repay the loan without recourse to the pledged securities.

The provisions of the securities trading policy apply to transactions in all equity and other securities, including awards granted under equity compensation plans, issued by the Company that are held by any person covered by the policy. Securities subject to the policy also include derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to Company securities.

The administrator of the policy has the discretion, on a case-by-case basis and in appropriate circumstances, to waive or modify the restrictions and prohibitions on the hedging and other transactions described above.

38		Ingredion Incorporated     Proxy Statement 2021

Fiscal 2020 Summary Compensation Table

The following narrative, tables and footnotes describe the total compensation earned by our named executive officers for 2018, 2019 and 2020. The components of the total compensation reported in the Fiscal 2020 Summary Compensation Table are described below. For information on the role of each component within the total compensation package, refer to the description under “Compensation Discussion and Analysis” beginning on page 25.

Salary. This column represents the base salary earned during 2018, 2019 and 2020 and includes any amounts deferred under our Retirement Savings Plan and SERP.

Stock Awards. This column represents the aggregate grant date fair value of performance shares and restricted stock units granted in the current and prior years, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). Additional information regarding the awards is set forth in the “Grants of Plan-Based Awards in Fiscal 2020” table on page 42 and the “Outstanding Equity Awards at 2020 Fiscal Year-End” table on page 43. The assumptions used in determining the fair value of the awards are set forth in the notes to our consolidated financial statements contained in our Annual Report on Form 10-K for each respective year covered by the Fiscal 2020 Summary Compensation Table (notes 2 and 12 in the report for 2018, notes 2 and 11 in the report for 2019 and note 11 in the report for 2020). The actual amounts ultimately realized from the disclosed performance share awards and restricted stock units will likely vary from the disclosed amounts based on a number of factors, including the amounts of the actual awards, our actual operating performance, stock price fluctuations, differences from the valuation assumptions used and the timing of exercise or vesting of the awards. The actual value the named executive officer receives will depend on the number of shares earned and the price of a share of our common stock when the shares vest. Because the accounting valuation for the performance share awards is calculated using a Monte Carlo simulation model, the target value utilized by the People, Culture and Compensation Committee to determine the number of performance shares to grant differs slightly from the valuation used for accounting purposes.

Option Awards. This column represents the grant date fair value of stock option awards granted in the current and prior years, computed in accordance with FASB ASC Topic 718. Additional information regarding the awards is set forth in the “Grants of Plan-Based Awards in Fiscal 2020” table on page 42 and the “Outstanding Equity Awards at 2020 Fiscal Year-End” table on page 43. The assumptions used in determining the fair value of the awards are set forth in the notes to our consolidated financial statements contained in our Annual Report on Form 10-K for each respective year covered by the Fiscal 2020 Summary Compensation Table (notes 2 and 12 in the report for 2018, notes 2 and 11 in the report for 2019, and note 11 in the report for 2020). The actual amounts ultimately realized by the named executive officers from the disclosed option awards will likely vary based on a number of factors, including our actual operating performance, stock price fluctuations, differences from the valuation assumptions used and the timing of exercise or vesting of the awards. Because we consider vesting restrictions and forfeiture assumptions to determine the grant date fair value of stock option awards, the target value utilized by the People, Culture and Compensation Committee to determine the number of stock options to grant differs slightly from the valuation used for accounting purposes and disclosed in this column. Stock options granted in 2018, 2019 and 2020 vest in three equal installments on the first three anniversaries of their dates of grant.

Non-Equity Incentive Plan Compensation. This column represents cash awards earned under our Annual Incentive Plan, which is discussed in further detail beginning on page 30 under “Compensation Discussion and Analysis” beginning on page 25.

Change in Pension Value and Nonqualified Deferred Compensation Earnings. This column represents the aggregate actuarial increase in the present value of benefits under all of our pension plans. The amounts were determined by using interest rate and mortality rate assumptions consistent with those used in our consolidated financial statements.

All Other Compensation. Consistent with our emphasis on performance-based pay, perquisites and other compensation are limited in scope and primarily include retirement benefit contributions and automobile and other allowances.

Ingredion Incorporated     Proxy Statement 2021		39

Fiscal 2020 Summary Compensation Table